At Facebook, Zuckerberg Poised for Corporate Governance Crash Course

He may be steering a soon-to-be-public company that employs more than 3,000 people and is valued at $100 billion, but Mark Zuckerberg isn't your father’s CEO.

Through his management style and decision making -- especially the decision to leave the board out of a recent $1 billion purchase -- Zuckerberg, 27, has already made it clear he cares little about the traditional way business is done.

It’s understandable that Zuckerberg would need a learning curve as he adjusts to life as a CEO of a public company and all of the requirements that entails. But Zuckerberg’s lack of experience and Facebook’s corporate governance may raise red flags among some who are considering investing in the massive social network.

“He’s just a kid. Most people at that age aren’t expected to understand corporate governance subtleties,” said Roger Kay, president of Endpoint Technologies. “To try to remake him overnight into a corporate executive is a bit of a stretch. He’s a kid who is smart and skillful and lucky, but he’s not a corporate executive.”

What Board of Directors?

Alarm bells began to ring in corporate governance circles this week after The Wall Street Journal reported Zuckerberg, who owns 28% of the company, gave his board of directors just cursory notice of plans to acquire photo-sharing service Instagram for $1 billion.

Zuckerberg didn’t bring in the board until the buyout -- Facebook’s largest ever -- was all but done and directors were “told, not consulted” about the big move, a source told the Journal. A board vote on the deal was largely symbolic, the paper said.

While that may be the way startups operate, it’s not exactly standard operating procedure at most S&P 500 companies.

“The board is there as a buffer between the investors and management. The board is supposed to give their stamp of approval for major strategic decisions and give investors a greater sense of assurance,” said Jeffrey Cohn, who advises boards on CEO succession issues.

Zuckerberg has shown his alternative style in other ways as well, including his apparent reluctance to appear on the company’s IPO road show.

In some ways, these factors that separate Zuckerberg from traditional CEOs only make sense. After all, he is just 27 and was originally a computer programmer.

“He’s the entrepreneurial startup guy who doesn’t think about profits and shareholders. He thinks about the next innovation that keeps his product hot,” said David Becher, a finance professor at Drexel University. “He’s still running the company like it’s a startup.”

Cause for Concern?

The only problem with that, of course, is that very soon Facebook will be a very public company under the enormous microscope of shareholders, analysts and the financial media. That means there are lots of regulatory filings, shareholder meetings and analyst conference calls in Zuckerberg’s near future -- few of which will be much fun.

The social network’s IPO, which is expected to come in just under a month, is likely to value the company at up to $100 billion -- larger than the valuations of Groupon (GRPN), Zynga (ZNGA), LinkedIn (LNKD) and Twitter combined.

Given the lofty price tag on Facebook, there are legitimate questions about whether or not these corporate governance concerns are making the company's shares more risky. After all, a lapse in judgment by Zuckerberg without a board overseeing him could translate to a loss of value for shareholders.

“If I were looking at it as a long-term holding, I would be concerned,” said Ralph Ward, publisher of The Boardroom Insider. While it’s not a near-term issue, Ward said, “You need to discount the company on that issue.”

Cohn, co-author of Why Are We Bad at Picking Good Leaders? said potential shareholders should be “very concerned” about this matter.

“You’re not being protected by a gray haired, very experienced board that is going to provide you a layer of protection against sporadic moves” by the leader, said Cohn. Instead, he said, investors need to be aware that they’re really betting on an individual as well as a company.

To be sure, Facebook, which didn't respond to a request for comment, does have a board of capable directors, including Marc Andreessen, who sits on the boards of eBay (EBAY) and Hewlett-Packard (HPQ).

And Zuckerberg’s hire of Sheryl Sandberg, a well-respected former Google (GOOG) exec, has been widely lauded.

“She serves as a coach to him. He recognized fairly along he needs to get that advice,” said Cohn.

Savvy Instincts

Some think these governance concerns are overdone.

“Even though you can look at Zuckerberg and say he’s youthful, inexperienced and maybe even a little headstrong, he also has good instincts and has taken the company this far,” said Kay.

Zuckerberg has shown these impressive instincts through a series of smart moves others may have gone the other way on.

For example, Zuckerberg refused to sell Facebook for years, turning down lucrative offers and choosing instead to nurture his business. To the dismay of some of his business partners, Zuckerberg also focused on collecting eye balls rather than worrying about revenue generation.

Likewise, Zuckerberg waited years longer to go public than many figured, timing Facebook's debut perfectly as demand for the IPO is expected to be very strong.

“I don’t know the investor ought to overemphasize his personal characteristics as a criterion on whether to invest or not,” said Kay.

Zuck’s Learning Curve

Even with Sandberg at his side, it seems likely that Zuckerberg is going to need to adjust to life as CEO of a public company.

“It’s going to be like hitting a brick wall at 90 miles per hour. I think it will be incredibly frustrating for him at some points,” said Cohn. “As much as he may scream and holler while he’s riding down that learning curve, I do think he will adapt.”

It wouldn’t be shocking if Zuckerberg ended up struggling as a public CEO.

“More often than not an entrepreneur does not make a particularly good CEO,” said Kay.

He said Apple (AAPL) nearly failed early on due to the “immaturity” of Steve Jobs, who later gained valuable experience at Pixar and NeXT Computer that set the stage for his wildly successful return to Apple.

If Zuckerberg doesn’t adapt or just gets plain bored, it’s always possible he won't stay on as CEO.

“It seems to me in the long term it’s likely Facebook’s management will be turned over to somebody else,” said Kay.

Becher said Zuckerberg could eventually take a role that is more developmental rather than running the company’s day-to-day operations.

“I don’t think he has to be one of the traditional CEOs to do well. But I do think he needs to be able to handle it well,” said Becher, noting that other founding CEOs like Yahoo!’s (YHOO) Jerry Yang were eventually forced out by shareholders.